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HomeMy WebLinkAboutAgreement_General_5/8/2025_Phillips & Jordan, Inc VILLAGE OF TEQUESTA AGREEMENT FOR HURRICANE/DISASTER DEBRIS REMOVAL, REDUCTION AND DISPOSAL THIS AGREEMENT FOR hurricane/disaster debris removal is entered into and effective this 7 day of , 2025 (the "Effective Date"), by and between the VILLAGE OF T E Q U E S TA, a Florida municipal corporation with offices located at 345 Tequesta Drive, Tequesta, Florida 33469, organized and existing in accordance with the laws of the State of Florida,hereinafter the"Village";and PHILLIPS AND JORDAN,INCORPORATED, a North Carolina corporation authorized to do business within the State of Florida,whose Federal Employer ID Number is 56-0694573 with offices located at 10142 Parkside DR, STE 500, Knoxville,TN 37922,hereinafter the"Contractor"and collectively with the Village,the"Parties". WITNESSETH The Village and the Contractor, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both Parties,hereby agree as follows: 1. SCOPE OF SERVICES: The Parties hereby agree to enter into this Agreement whereby the Contractor shall provide hurricane/disaster debris removal reduction and disposal pursuant to all applicable statutory, licensing, and Village code requirements. The Parties agree to enter into this Agreement pursuant to the Solid Waste Authority agreement 22-201C, which is hereby fully incorporated into this Agreement and attached hereto as Exhibit"A". 2. COMPENSATION: In consideration for the above Scope of Services, pricing shall be pursuant to the prices provided in the SWA agreement 22-201C found in Exhibit"A".The goods or services requested shall be delivered/performed on a "per order" basis and in a manner and location acceptable to the Village on the requested "Performance Date". 3. TERM; TERMINATION: NOTICE: The initial Phillips and Jordan—SWA agreement was for a three year term beginning May 81, 2022 and concluding May, 7`h, 2025 with an option of one (1) additional three year extension. On March 121h, 2025 the SWA did approve the three year renewal until May 71h, 2028. This Agreement shall commence upon execution and expire on May 71h, 2028. This Agreement may be terminated by either party upon 30 days written notice to Page 1 of 8 the other party.Notice shall be considered sufficient when sent by certified mail or hand-delivered to the Parties during regular business hours at the following addresses: Village Contractor Village of Tequesta Phillips and Jordan, INC. 345 Tequesta Drive 10142 Parkside Dr, STE 500 Tequesta, FL 33469 Knoxville, TN 37922 Attn: Public Works Director 4 . CHANGE ORD .R : Seller is aware that price and time are of the essence in this contract and that prompt and timely performance of all such obligations is strictly required. If conditions change that would require an increase in price, scope, or time for performance Seller must notify the Village in writing detailing the conditions that have changed and requesting a change order to the contract within 30 days prior to the performance date "Change Order Deadline". Change orders submitted after the change order deadline will not be considered. Seller shall not proceed with any change to its obligations under a change order request unless documented in a Change Order executed by both Parties. If Seller requests a change order prior to the change order deadline Village at its discretion may accept the change order as is or with modifications, deny the change order, re-advertise and re-solicit providers for the required goods or services or terminate this contract. If the Village elects to re-advertise and re-solicit the need for goods or services the Village will have 30 days "Solicitation Period" in which to accept the contemplated change order or terminate this contract. At any time after execution of this Agreement but prior to Seller's delivery of the Goods, the Village reserves the right at its discretion to change, modify, revise add, or remove any part of its order for the Goods as described by this Agreement and any Exhibits, if applicable. If any such change to the Village's order causes an increase or decrease in the cost of the Goods or causes a change in the time required for delivery of the Goods, the Village shall make an equitable adjustment in the contract price, the delivery schedule, or both. Any change to the Village's order for the Goods and any subsequent equitable adjustment to the terms of this Agreement shall be effectuated through a written Amendment to this Agreement as executed by both Parties pursuant to Section 15. of this Agreement. Page 2 of 8 5. INSURANCE: The Contractor shall provide proof of workman's compensation insurance and liability insurance in required under the SWA agreement 22-201C and shall name the Village as an"additional insured"on the liability portion of the insurance policy. 6. INDEMNIFICATION: The Contractor shall at all times indemnify, defend and hold harmless the Village, its agents, servants, and employees, from and against any claim, demand, or cause of action of whatsoever kind or nature, arising out of error,omission,negligent act,conduct, or misconduct of the Contractor, its agents, servants, or employees in the performance of services under this Agreement. Nothing contained in this provision shall be construed or interpreted as consent by the Village to be sued, nor as a waiver of sovereign immunity beyond the waiver provided in Section 768.28,Florida Statutes. 7. PUBLIC ENTITIES CREWESACT: As provided in Sections 287.132-133, Florida Statutes, by entering into this Agreement or performing any work in furtherance hereof, the Contractor certifies that it, its affiliates, suppliers, subcontractors, and consultants who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within thirty-six(36)months immediately preceding the date hereof. This notice is required by Section 287.133(3)(a),Florida Statutes. 8. DISCRIMINITORY VENDOR'S: In accordance with Section 287.134,Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit a bid on a contract to provide goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with any public entity; and may not transact business with any public entity. By entering into this agreement or performing any work in furtherance hereof,the Contractor certifies that it,,its affiliates,,suppliers,subcontractors,and consultants who will perform hereunder,have not been placed on the discriminatory vendor lists maintained by the State of Florida Department of Management Services list. 4. INDEPENDENT CONTRACTOR: It is specifically understood that the Contractor is an independent contractor and not an employee of the Village.Both the Village and the Contractor agree that this Agreement is not a contract for employment and that no relationship of employee- Page 3 of 8 employer or principal-agent is or shall be created hereby,nor shall hereafter exist by reason of the performance of the services herein provided. 10. INSPECTOR GENERAL: Pursuant to Sections 2-421-2-432 of the Palm Beach County Code of Ordinances, the Office of the Inspector General has jurisdiction to investigate municipal matters,review and audit municipal contracts,and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews, or investigations.All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of the inspector general's functions, authority, and power. The inspector general has the power to take sworn statements, require the production of records, and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses. 11. E-VERIFY ELIGIBILITY: The Contractor warrants and represents that it is in compliance with Section 448.095,Florida Statutes, as may be amended.No later than January 1, 2021, the Contractor shall: (1) register with and use the E-Verify System (E-Verify.gov) to electronically verify the employment eligibility of all newly hired workers, and(2) verify that all of the Contractor's subconsultants performing the duties and obligations of this Agreement are registered with and use the E-Verify System to electronically verify the employment eligibility of all newly hired workers. The Contractor shall obtain from each of its sub-consultants an affidavit stating that the sub-consultant does not employ,contract with,or subcontract with an Unauthorized Alien, as that term is defined in Section 448.095(l)(k),Florida Statutes,as may be amended. The Contractor shall maintain a copy of any such affidavit from a sub-consultant for, at a minimum, the duration of the subcontract and any extension thereof. This provision shall not supersede any provision of this Agreement which requires a longer retention period. The Village shall terminate this Agreement if it has a good faith belief that the Contractor has knowingly violated Section 448.09(1),Florida Statutes, as may be amended. If the Contractor has a good faith belief that the Contractor's subconsultant has knowingly violated Section 448.09(l),Florida Statutes,as may be amended, the Village shall notify the Contractor to terminate its contract with the sub-consultant and the Contractor shall immediately terminate its contract with the sub-consultant. In the event of such contract termination, the Contractor shall be liable for any additional costs incurred by the Village as a result of the termination. Page 4 of 8 12. SCRUTINIZED COMPANIES: For Contracts under $1 M, the Contractor certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes and that it is not engaged in a boycott of Israel. The Village may terminate this Agreement at the Village's option if the Contractor is found to have submitted a false certification as provided under Section 287.135(5), Florida Statutes, if the Contractor has been placed on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes, or if Contractor is engaged in a boycott of Israel. For Contracts over $lM,the Contractor certifies that it is not on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes. The Contractor further certifies that it is not engaged in a boycott of Israel, and that it does not have business operations in Cuba or Syria, as similarly provided in Section 287.135, Florida Statutes. The Village may terminate this Agreement at the Village's option if the Contractor is found to have submitted a false certification as provided under Section 287.135(5), Florida Statutes or if the Contractor has been placed on one of the aforementioned lists created pursuant to Section 215.4725, Florida Statutes. Additionally, the Village may terminate this Agreement at the Village's option if the Contractor is engaged in a boycott of Israel or has been engaged in business operations in Cuba or Syria, as defined in Section 287.135,Florida Statutes. 13. ATTORNEY'S FEES: In the event, a dispute arises concerning this Agreement, the prevailing party shall be awarded attorney's fees, including fees on appeal. 14. FORCE MAJEURE: The Contractor shall not be considered in default by reason of any failure in performance under this Agreement if such failure arises out of causes reasonably beyond the control of the Contractor or its subcontractors and without their fault or negligence. Such causes include, but are not limited to: acts of God; acts of war; natural or public health emergencies; labor disputes; freight embargoes; and abnormally severe and unusual weather conditions. 15. CHOICE OF LAW:VENUE: This Agreement shall be governed and construed In accordance with the laws of the State of Florida, and venue shall be in Palm Beach County should any dispute arise with regard to this Agreement. 16. AMENDMENTS AND ASSIGNMENTS: This Agreement, all Exhibits attached Page 5 of 8 hereto, and required insurance certificates constitute the entire Agreement between both Parties; no modifications shall be made to this Agreement unless in writing,agreed to by both Parties, and attached hereto as an addendum to this Agreement. The Contractor shall not transfer or assign the provision of services called for in this Agreement without prior written consent of the Village. 17. PUBLIC RECORDS: In accordance with Section 119.0701,Florida Statutes,the Contractor must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the Scope of Services. Upon request from the Village's custodian of public records, the Contractor must provide the Village with copies of requested records, or allow such records to be inspected or copied, within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. A Contractor who fails to provide the public records to the Village,or fails to make them available for inspection or copying,within a reasonable time may be subject to attorney's fees and costs pursuant to Section 119.0701, Florida Statutes, and other penalties under Section 119.10, Florida Statutes. Further, the Contractor shall ensure that any exempt or confidential records associated with this Agreement or associated with the provision of services contemplated herein are not disclosed except as authorized by law for the duration of the Agreement term,and following completion of the Agreement if the Contractor does not transfer the records to the Village. Finally, upon completion of the Agreement, the Contractor shall transfer, at no cost to the Village, all public records in possession of the Contractor,or keep and maintain public records required by the Village. If the Contractor transfers all public records to the Village upon completion of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Agreement, the Contractor shall meet all applicable requirements for retaining public records. Records that are stored electronically must be provided to the Village,upon request from the Village's custodian of public records,in a format that is compatible with the Village's information technology systems. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, PLEASE CONTACT THE VILLAGE CLERK, Page 6 of 8 RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-0685, OR AT 1mcwi11iams(a,teguesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. 18. HEADINGS: The headings contained in this Agreement are provided for convenience only and shall not be considered in construing, interpreting, or enforcing this Agreement. 19. SEVERABILITY: The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability or any other provision of this Agreement and this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision is not contained herein. 20. WAIVER: No waiver by the Village of any provision of this Agreement shall be deemed to be a waiver of any other provisions hereof or of any subsequent breach by the Contractor of the same, or any other provision or the enforcement hereof. The Village's consent to or approval of any act requiring the Village's consent or approval of any act by the Contractor shall not be deemed to render unnecessary the obtaining of the Village's consent to or approval of any subsequent consent or approval of, whether or not similar to the act so consented or approved. 21. ENTIRE AGREEMENT: This eight page Agreement constitutes the entire agreement between the parties; no modification shall be made to this Agreement unless such modification is in writing, agreed to by both parties, and attached hereto as an addendum to this Agreement. 22. AUTHORITY TO OBLIGATE: Each person signing this agreement on behalf of either Party individually warrants that he or she has the full legal power to execute this agreement on behalf of the Party for whom he or she is signing and bind and obligate such party with respect to all provisions contained in this agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. WITNESSES: PHILLIPS AND JORDAN, INCORPORATED Page 7 of 8 WITNESSES: PHILLIPS AND JORDAN, INCORPORATED By(Print): M O v q Q.y� P t �lr v (Corporate Seal) ��o`"`SORDgN�'�%,,� SEAL 10 = VILLAGE OF TEQUESTX=`p Q;la ATTEST: B Moll Y Y g,Mayor OF O 0 99 QC Lori McWilliams,MMC - S�q�CS Village Clerk �p�gATED.;:D Page 8 of 8 EXHIBIT ; 4 Village of Tequesta 345 Tequesta Drive Tequesta,FL 33469 RE: Mutual Aid Agreement for Hurricane/Disaster Debris Removal,Reduction and Disposal between Solid Waste Authority of Palm Beach County,and Phillips and Jordan,Inc. Phillips and Jordan, Inc. (P&J) and the Solid Waste Authority of Palm Beach County have executed an Agreement for Hurricane/Disaster Debris Removal, Reduction and Disposal, Agreement No. 22-201C effective May 8,2022,through May 7,2025,and a First Amendment extending the term thereof through May 7,2028. Article 33(Agreements with other Government Entities)of Agreement No.22-201C states: The CONTRACTOR agrees that this Agreement constitutes an offer to all State Agencies and local government agencies of the State of Florida under the same terms and conditions,for the same prices and for the same effective period as specified in this Agreement;should the CONTRACTOR deem it in the best interest of their business to do so. The Agreement in no way restricts or interferes with any State Agency or local government agencies of the State of Florida from re-solicitation. I would like to offer to the Village of Tequesta, Fla., to enter into this agreement with Phillips & Jordan, Inc. per Article 33 of Agreement No. 22-201C, the First Amendment,and any subsequent amendments and/or extensions of Agreement No. 22-201C.This offer is made at the same terms and conditions stated in the referenced agreement. Please return one fully executed original letter upon acceptance. Sincerely, ACCEPTED: Village of Tequesta, FL PHILUPS&JOR N,INC. Name: Name: Printed Name: Printed Name: Morgan Pierce Title: Title: MWAOt President Power Date: 5- -aoa-. Date: 00 I